NORTHEWESTERN MINERAL VENTRUES INC.
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October 14, 2005
CONSULTING AGREEMENT
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Dear ▇▇▇▇▇:
We incorporate into this Consulting Agreement (the "AGREEMENT") by way of
reference the terms contained in the Offer, dated October 13, 2005 (the
"OFFER"), which was executed by you and Northwestern Mineral Ventures Inc. (the
"COMPANY"). Accordingly, we are pleased to confirm that the Company will retain
your services on the terms outlined below:
1. You will be retained as President of the Company to provide such services
to the Company as are normally associated with such a position, as needed,
for an indefinite period of time, and to perform those duties and
responsibilities which are more fully described in the Attached SCHEDULE
"A", being the signed Offer executed by you and the Company on October 13,
2005 (the "OFFER").
2. This Agreement will be effective as of the date hereof, being the date of
execution (the "EXECUTION DATE"), and will continue until terminated by
either party as provided for herein.
3. Your status in transacting its duties and services hereunder shall be that
of an independent contractor and nothing herein contained shall be so
construed as to constitute the relationship hereby created as employment,
a partnership, a joint venture or otherwise.
4. The Company shall not carry any workplace safety insurance or any health
or accident insurance to cover you. The Company shall not pay any
contribution to Canada Pension Plan, health or employment insurance,
federal or provincial withholding tax, nor provide any other contributions
or benefits which might be expected in an employer and employee
relationship. You agree to report and pay any contribution for taxes,
employment insurance. Canada Pension Plan and other benefits for yourself.
You undertake to indemnify and to save harmless the Company from all
liabilities and claims against the Company including fines, charges,
taxes, penalties or demands for or by any reason of or in any way arising
out of its failure to deduct, without or contribute any amount in respect
of its payments to you under this agreement. Such liability and claims
shall include, without limiting the generality of the foregoing, federal
or provincial
income taxes, federal or provincial pension plan contributions, employment
insurance or workplace safety insurance premiums and contributions under
any federal or provincial social insurance or income security program.
5. You agree that, throughout the term of this Agreement, and any amendments
or extensions hereof, you shall:
(i) well and faithfully serve the Company in the provision of
management expertise in the conduct of the Company's business;
(ii) provide the Company with management advice with respect to its
business;
(iii) perform the duties and responsibilities as described in this
Agreement and in the Offer in a professional and competent
manner; and
(iv) devote such time, effort, skill, attention and energies to the
performance of such duties as may be required by the Company
during normal business hours and normal business days,
observing all reasonable instructions given to you by the
Company. The Company acknowledges that you have outside duties
and agrees that the performance of any such duties will not be
construed as a breach of the foregoing, so long as such duties
are not competitive with nor result in a conflict of interest
with the Company.
6. The Company shall pay to you the sum of one hundred thousand dollars (Cdn
$100,000) plus Goods and Services Tax ("GST"), payable monthly, in
arrears, upon receipt of a monthly invoice, in the amount of $8,333.33,
plus GST. The first payment period will be on October 31, 2005, which
shall be an amount prorated for the period commencing October 14, 2005 and
ending October 31, 2005. This salary shall be reviewable on an annual
basis and may be adjusted based upon your performance of the services
described in this Agreement.
In order to facilitate payment of the remuneration, you shall provide to
the Company your GST registration number. All invoices submitted by you to
the Company pursuant to this Agreement shall indicate the amount of GST
payable.
7. The Company will also grant to you the options as defined in the Offer
(the "OPTIONS"), and which Options shall be subject to the vesting formula
and all applicable regulatory hold periods, as described fully in the
Offer.
8. Subject to board and regulatory approval, the Company shall also appoint
you to the Company's Board of Directors, as more fully described in the
Offer.
9. You acknowledge that this Agreement and the attached Offer, taken
together, provide for and incorporate any finder's fees (the "FINDER'S
FEES") you might have received from the Company if, as and when the
proposed acquisitions of the Firefly and Waterbury Projects (the
"PROJECTS") are finalized in a Definitive Acquisition Agreement between
the respective vendors of the Projects and the Company. For greater
clarity, the Company
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will not pay unto you any additional Finder's Fees in relation to the
Projects beyond the amounts contemplated as being your compensation in
this Agreement.
10. All approved receipted expenses incurred by you relating to the services
provided pursuant to this Agreement shall be paid by the Company. You
shall be responsible for all expenses associated with your travel from
home to the office, including mileage and parking.
11. This Agreement may be terminated by the Company for any reason provided
that the Company provides you with 60 days' notice of the termination.
This Agreement may be terminated by the Company immediately without notice
or payment in lieu of notice for any breach of the terms of this Agreement
or for any cause recognized at law.
12. You may terminated this Agreement by providing the Company with 60 days
written notice. However, should you elect to terminate the Agreement
without cause, within twelve (12) months of the date of execution of this
Agreement (the "Execution Date"), you will forfeit any Options which may
have vested unto you but not yet exercised within that period of time.
13. You acknowledge that in the course of carrying out, performing or
fulfilling your duties under this Agreement and appointments made
hereunder, you will have access to and will be entrusted with details,
trade secrets, proprietary and confidential information of the Company.
You further acknowledge that the disclosure of such details, confidential
information and trade secrets to competitors of the Company, or to the
general public, will be highly detrimental to the interests of the
Company. You further acknowledge that all such confidential information,
samples, products and other property of the Company utilized by you or in
your possession is the exclusive property of the Company, and that such
property is held by you in trust for the sole and exclusive benefit of the
Company.
You shall not disclose any secret or confidential information, or
information which in good faith and good conscience ought to be treated as
confidential, of which you have become aware in the course of your
relationship with the Company, its employees, its suppliers, or its
customers, at any time during the currency in this Agreement and
appointments made hereunder, or at any time thereafter.
For the purposes of this Section 13, trade secrets, proprietary and
confidential information shall include that information which relates to
the Company and its past, present, and future business and business
activities, and which information is either identified to you by the
Company as being such information or that a reasonable person would
understand to be such information. Such information includes, but is not
limited to trade or business secrets, pricing policies, consulting, sales
and mining methods and techniques and operating and marketing systems.
You acknowledge and agree that in the event of a breach of the covenant,
provisions and restrictions contained in the Section 13, the Company shall
be entitled to obtain from any court of competent jurisdiction, interim
and permanent injunctive relief and an accounting of all profits and
benefits arising out of such breach, which rights and
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remedies shall be cumulative, and in addition to any other rights or
remedies to which the Company may be entitled.
You agree that all covenants, provisions and restrictions in this Section
13 are reasonable and valid in the context of your relationship with the
Company, and you hereby waive all defences to the strict enforcement
thereof by the Company. You further acknowledge that any confidential
information developed during the currency of this Agreement and
appointments made hereunder is and shall remain the property of the
Company.
14. This Agreement, along with the Attached SCHEDULE "A", being the Offer,
taken together constitute the entire agreement between the parties
concerning these matters.
We look forward to a mutually rewarding relationship.
Yours truly,
NORTHWESTERN MINERAL
VENTURES INC.
Per: /s/
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One to be checked by you at the time of signing:
[ ] I have obtained independent legal advice regarding the terms and
conditions of this Agreement.
[X] I acknowledge having been given an opportunity to obtain independent legal
advice regarding the terms and conditions of this Agreement, but I have
chosen not to do so.
I have received a copy of this letter, and the Attached SCHEDULE "A", being the
Offer. I have read, considered and understood and hereby accept the terms and
conditions contained in this letter, and in the Offer. I acknowledge having been
given an opportunity to obtain legal consultation and advice with respect to the
terms and conditions herein, and in the Offer, and execute this Agreement freely
and voluntarily with full understanding of its contents.
DATED: October 14, 2005
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SIGNATURE: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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WITNESS: /s/
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SCHEDULE "A"
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NORTHWESTERN MINERAL VENTURES INC.
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TEL: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇
VIA EMAIL
OFFER
October 13, 2005
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Suite 3320 - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Dear ▇▇▇▇▇:
RE: PROPOSED APPOINTMENT AS PRESIDENT OF NORTHWESTERN MINERAL VENTURES INC.
Further to your discussions with the Chairman of Northwestern Mineral Ventures
Inc. ( the "Company"), we are pleased to offer you the position of President of
the Company on the following terms:
1. DUTIES AND RESPONSIBILITIES
You will provide the Company with the following services:
a. Ongoing geological expertise and assistance with respect to future
site selections and acquisitions, all of which would be rendered
to the Company in accordance with industry standards;
b. Supervisory management of the Company's mineral exploration
projects;
c. Assistance with the raising of capital for the Company, including,
but not limited to, your participation at investor road shows and
conference calls and attendance at meetings with brokers; and
d. Those services as would be normally provided to the Company in
your capacity as a senior officer of the Company.
2. COMPENSATION
Your compensation for services rendered to the Company will be as follows:
a. You will receive consulting fees of one hundred thousand dollars
per annum (Cdn$100.000 per annum), plus GST, paid monthly;
b. You will be granted an aggregate of 1,900,000 share options at an
exercise price of Cdn $0.75 per share, which is the closing price
of the Company's shares at October 13, 2005 (the "Options") from
the Company's Stock Option Plan, with the Options to vest unto you
in accordance with the following vesting formula:
i. 1/4 of the Options to vest at the end of the three month
anniversary from the time you execute a formal
Consulting Agreement ( the "Consulting Agreement") with
the Company (the "Execution Date");
ii. 1/4 of the Options to vest at the end of the six month
anniversary of the Execution Date;
iii. 1/4 of the Options to vest at the end of the nine month
anniversary of the Execution Date;
iv. 1/4 of the Options to vest at the end of the twelve
month anniversary of the Execution Date;
The Options shall be subject to a 4 month regulatory holding
period. Subject to the termination provisions provided in section
5 below and any regulatory (including the TSX Venture Exchange)
rules impacting the granting of aforesaid Options, the Options
shall expire five years from the date of grant.
3. APPOINTMENT TO THE COMPANY'S BOARD OF DIRECTORS
Upon your execution of the Consulting Agreement, you will be appointed to
the Company's Board of Directors, subject to regulatory approval.
4. LENGTH OF CONSULTING AGREEMENT
The length of the Consulting Agreement shall be until the Consulting
Agreement is terminated for cause, or the parties to the Consulting
Agreement terminate the Consulting Agreement by giving the other party two
(2) months written notice.
5. TERMINATION OF CONSULTING AGREEMENT
Either you or the Company may terminate the Consulting Agreement by giving
the other party two (2) months written notice. Should you elect to terminate
the Consulting Agreement without cause, within twelve (12) months of the
Execution Date, you will forfeit any Options which may have vested unto you
but not yet exercised within that period of time.
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6. FINDER'S FEE WITH RESPECT TO FIREFLY PROJECT (UTAH) AND WATERBURY
PROJECT (SASKATCHEWAN)
It is understood that the above-noted Compensation, as described in section
2 of this offer, and the proposed Consulting Agreement, takes into account
and incorporates any finder's fees you might have received from the Company
if, as and when the proposed acquisitions of the Firefly and Waterbury
Projects ("Projects")are finalized in the Definitive Acquisitions Agreement
between the respective vendors of the Projects and the Company.
7. CONFLICTS
It is understood that while you are serving in the capacity as the Company's
President that you may be involved in other projects related to mining and
mineral exploration (the "Other Activities"). Although it is understood that
the proposed Consulting Agreement does not prohibit Other Activities, you
will agree to provide the Company with notice of any conflicts that may
arise as a result of your Other Activities and appointment as President of
the Company.
8. BOARD AND REGULATORY APPROVAL
This Offer is being made to you subject to the Company obtaining both board
and regulatory approval.
9. FORMAL CONSULTING AGREEMENT
If you are in agreement with the above-noted terms, we will formalize the
terms and conditions of your appointment as President in the form of a
Consulting Agreement between yourself and the Company.
If you are in agreement with the terms of this Offer, please sign where noted
below and return one signed copy to our attention by facsimile.
Sincerely,
NORTHWESTERN MINERAL VENTURES INC.
Per: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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President & CEO
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I am in agreement with the terms as set out in the attached letter.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇▇.(Geol.).P.Eng.
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